GADSDEN INDEPENDENT SCHOOL DISTRICT
4950 McNutt, Santa Teresa, New Mexico 88063
Phone (505) 882-6252 Fax (505) 882-6265
Professional Services Contract for
General Legal Counsel Services
This agreement, made and entered into by the Gadsden Independent School District (“GISD”) and Cuddy, Kennedy, Albetta & Ives, LLP (“Legal Service Provider” or “LSP”) governs legal services provided on an as-needed basis for the period outlined herein. In accordance with NMSA 1978 13-1-129, this agreement relies on the contract between Alamogordo Public Schools and Cuddy, Kennedy, Albetta and Ives, LLP, which is a current price agreement for similar services.
1. Scope
GISD contracts with the Legal Service Provider to provide general legal counsel services on behalf of the District on an as-needed and non-exclusive basis. Legal counsel includes providing GISD administration and Board of Education with opinions, memoranda and direction on legal issues including, but not limited to, the following areas:
Education
Disability
Special Education
Personnel
Real Property
Procurement
Insurance
Tort claims
Other services of a general legal nature
2. Compensation
Compensation under this agreement will be as follows:
a. Regular legal services to be provided under the terms of this agreement by LSP shall include all those described as within the Scope in paragraph 1, as assigned by GISD, including, but not limited to, attendance at meetings of the Board, administrators, other school officials and independent contractors or consultants, preparation of contracts or other legal documents, legal advice and services in connection with school business, operations or programs, opinions or representation in legal proceedings at the direction of GISD.
b. As compensation for regular legal services as set forth in Paragraph 2A above, GISD shall pay LSP for attorney fees, costs or expenses at the rates specified in Appendix A hereto. Any change in fees under this agreement shall be made by written notice to the Board by the LSP, at least thirty (30) days prior to the effective date of the change, unless the change is rejected by the Board, in which event this agreement shall terminate pursuant to paragraph 3 below. Applicable gross receipts taxes shall be included in all statements billed under this contract, but gross receipts tax shall be in addition to total compensation for services specified herein.
c. LSP shall provide to GISD monthly billings for each matter being served by LSP, detailing the amount of time spent by attorney and each employee providing legal services with a description of services performed. Each billing shall be certified correct by LSP as to time and services.
d. Payments to LSP shall be made by GISD on a monthly basis within fifteen (15) days of GISD’s verification and approval of any billing from LSP as provided herein.
e. In addition to the amounts payable under the provisions of this agreement, GISD shall reimburse LSP only for costs or expenses reasonably and necessarily incurred in the performance of legal services by LSP as set forth in this agreement, at the rates specified in the attachment.
3. Term
Services in this contract may be provided from the date of award through June 30, 2006, and may be extended annually, when agreed to by both parties and as the original contract between the LSP and the Alamogordo Public Schools is renewed.
4. Termination
This agreement may be terminated without cause by GISD with thirty days written notice to the LSP. By such termination, neither party may nullify obligations already incurred for performance or failure to perform prior to the date of termination.
5. Status of Contractor
The LSP and its agents and employees are independent contractors performing professional services for GISD and are not employees of GISD. The LSP and its agents and employees shall not accrue leave, retirement, insurance, bonding, use of state vehicles or equipment or any other benefit afforded to employees of GISD as a result of this agreement. The LSP acknowledges that all sums received hereunder are reportable for income tax purposes as business income.
6. Assignment
The LSP shall not assign or transfer any interest in this agreement or assign any claims for money due or to become due under this agreement without the prior written approval of GISD.
7. Subcontracting
The LSP shall not subcontract any portion of the services to be performed under this agreement without the prior written approval of GISD.
8. Records and Audit
LSP shall maintain detailed time and expense records which indicate the date, time and nature of the services rendered to GISD, or expenses incurred on behalf of GISD, andGISD has the right to audit billings and records before and after payment. Payment under this agreement shall not foreclose the right of GISD to recover excessive or illegal payments. The LSP shall maintain such records for a period of at least three years following termination of this agreement.
9. Release
The LSP, upon final payment of the amount due under this agreement, shall release GISD, the GISD Board of Education, its officers and employees from all liabilities, claims and obligations whatsoever arising from or under this agreement. The LSP agrees not to purport to bind GISD to any obligation not assumed herein by GISD, unless the LSP ahs the expressed written authority to do so, and then only within the strict limits of that authority.
10. Conflict of Interest
LSP warrants that it has no known or current interest and does not anticipate that it will acquire any interest which directly or indirectly would conflict in any manner or degree with the performance of services under this agreement.
11. Confidentiality
Any confidential information provided to or developed by the LSP in the performance of this agreement shall be kept confidential and shall not be made available to any individual or organization by the LSP without the prior written approval of GISD.
12. Product of Services – Copyright
All materials developed or acquired by the LSP under this agreement shall become the property of GISD and shall be delivered to GISD no later than the termination date of this agreement. Nothing produced, in whole or in part, by the LSP under this agreement shall be subject of an application for copyright, or on behalf of the LSP without the prior written approval of GISD.
13. Amendment
This agreement shall not be altered, changed or amended except as by instrument, in writing, executed by the parties hereto.
14. Bribes, Gratuities and Kickbacks
The Procurement Code, Sections 13-1-28 through 13-1-199, NMSA 1978, imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kickbacks.
15. Nondiscrimination
The LSP agrees to abide by all Federal and State laws and rules and regulations of the State of New Mexico. The LSP agrees to assure that no person in the United States shall, on the grounds of race, color, national origin, sex, age or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subject to discrimination under any program or activity performed under this agreement. If the agreement is found to be in noncompliance with these requirements during the life of the agreement, the LSP agrees to take appropriate steps to correct these deficiencies.
16. Malpractice Insurance
LSP agrees to maintain professional insurance providing coverage in an amount no less than $1,000,000.00 for claims arising from acts or omissions of the LSP in performing services under this agreement.
17. Scope of Agreement
This agreement incorporates all agreements, covenants and understandings between the parties hereto concerning the subject matter herein, and all such covenants, agreements and understandings, verbal or otherwise, of the parties or their agents, shall not be valid or enforceable unless embodied in this agreement.
18. Applicable Law
This agreement shall be governed by the laws of the State of New Mexico and applicable Federal laws and regulations.
IN WITNESS THEREOF, the parties have executed this agreement.
GISD Cuddy, Kennedy, Albetta & Ives
4950 McNutt P. O. Box 4160
Santa Teresa, New Mexico 88063 Santa Fe, New Mexico 87502-4160
By: By:
Title: Title:
Date: Date: